


A Starlit Stranger

by Crunchbacca



Series: Forging a Flower [1]
Category: RWBY
Genre: A Little Bumblebee in the Background, Action, F/F, First Meetings, I'm still bad at tags, Ruby is a Nerd, Secrets, Weiss and Blake Ship It
Language: English
Status: Completed
Published: 2016-03-04
Updated: 2016-03-04
Packaged: 2018-05-19 01:02:16
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 7,264
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5950294
Author URL: https://archiveofourown.org/users/Crunchbacca/pseuds/Crunchbacca
Summary: <blockquote class="userstuff">
              <p>Ruby Rose has made a new friend in Penny Polendina. She is anxious to introduce the rest of the team, but there may be more to this newcomer than meets the eye.</p>
            </blockquote>





	A Starlit Stranger

Ruby hated being alone. Sure it was nice to get some peace and quiet from time to time, but after a little, it just got... lonely. Without someone to talk to, all your thoughts kind of just bounced around in your head, bumping into each other and making everything bothersome. Speaking of bothersome, Yang was becoming completely unbearable. She had insisted on turning their room into some kind of madhouse. She could hear the music all the way down the hall, and the moment she opened the door she was barraged by flashing lights and people she didn't know. When she asked Yang what was happening, she couldn't hear the explanation. In fact, she could hardly see a thing. How on earth did Yang get her hands on so much lighting equipment? There was no chance of being able to study. Even if she could focus through the ruckus, her materials were completely lost in the chaos. Now she was forced out of her own room, and it was already...   
"Eleven at night?!" Ruby said with a groan as she checked her scroll. "I'm never going to get to bed."   
Blake and Weiss were nowhere to be found, and everyone in their right mind was in bed. So now it was just Ruby, left to wander the dark streets alone. 

She couldn't stand to just pace around the halls anymore, so she decided to take her grumbling stroll outside. The night air was crisp, and the streets were vacant of all other students. It was weird to walk by all this familiar sights, now touched by shadow and moonlight. The Beacon Tower looked cooler than ever, a towering shadow against the starry sky, radiating a gentle green glow from it's upper levels. It had always been her favorite thing on campus. There was something so inspiring about it. Plus it was a nice place to hang out by. She loved to sit at the benches in the intersections that surrounded the tower, watching people go by. There was always a lot of folks passing through quickly, taking important business to and from the CCT tower. Now though, it was vacant, the usual bustle replaced with the low moaning of the wind.  

But then, Ruby saw that it was not vacant. She came to a startled halt as she noticed the girl standing ahead of her. She was facing away from Ruby, looking down into one of the pools of water that circled the intersection ahead. A large pink bow stood on the back of her bright orange hair, both of them brilliant even in the moonlight.    
_"Finally!"_ Ruby thought. _"Someone to talk to."_    
Ruby approached to strange girl, but as she got closer, she grew more nervous. She couldn't quite put her finger on it, but there was something that was making her uneasy. She stepped up to the edge of the pool, more stealthily than she intended, and joined the stranger in examining the water. It was then that she saw the girl's face, smiling dreamily and wreathed by stars. She then understood her nervousness.   
_"Oh geez, she's cute..."_  

For another long moment, the girl stared down into the water, seemingly lost in a blissful daydream. Her eyes began to wander, widening with surprise upon reaching Ruby's own reflection. The stranger gave a little shout of surprise, jumping into the air as she turned to face Ruby.   
"Sorry!" Ruby cried. "I didn't mean to surprise you!"   
"Oh no!" She replied, hands over her heart. "It's quite alright. I was just a little startled! I didn't expect anyone else to be out here."   
"Yeah, me too. You don't usually find cute strangers wandering around the tower at midnight."   
_"Oh geez, did I seriously just say that?!"_ Ruby thought, mortified at her over-friendliness.   
The girl looked at her with surprise, and then gave a pleasant laugh.   
"That's true!" She said. "I guess we're both just lucky!"   
Ruby could feel her face burning in spite of the chilly night. The strange girl extended her hand.   
"My name is Penny Polendina." She said. "It's lovely to meet you!"   
"Oh!" Ruby exclaimed, recovering from her flustered state to take Penny's hand. "My name's Ruby. Ruby Rose. It's nice to meet you too." 

As their hands touched, Penny's face lit up with an ecstatic smile. Her excitement was nothing short of infectious, and Ruby couldn't help but smile herself.   
"So, Ruby Rose, does this mean we're friends now?"   
"Yeah, I guess it does."   
"Oh, lovely! I'm so glad!"   
"Yeah. Me too."   
"Would you like to come with me for a walk, friend Ruby?"   
Ruby looked back at the dorms. Yang had to have passed out by now or something. She shrugged the thought off. Sleep could wait.   
"Sure, Penny. That sounds nice."   
Penny took the lead, nearly bounding with each step. Her enthusiasm was overpowering, and Ruby soon forgot the night's troubles as the two of them set off down the street. 

"So, Penny..." Said Ruby. "What brings you to Beacon? Are you a student too?"   
"Oh no. I am only visiting from Atlas Academy."   
"Atlas, huh? So are you like an exchange student or something?"   
"I'm accompanying my father on official business. I'm afraid my stay is likely to be very short."   
Ruby noticed Penny frowning thoughtfully.   
"Don't want to go back to Atlas?"   
"Well, I do love Atlas, but my time here in Beacon has just been so wonderful! I wish it could last longer."   
"Yeah. That's too bad."   
All at once, Penny's expression of concern vanished.   
"All the same, I'm glad for the time I have here, and all the friends I'll get to make."   
"You must be better at this than me. My first day at beacon I made as many enemies as I did friends."   
"Oh my! The students here must be very intense!"   
"Honestly, it was mostly just my fault."   
"That's strange. You seem to be a delightful friend to me!"   
"Heh. Thanks, Penny. You're pretty great too."   
"Oh, thank you Ruby!"   
"Don't mention it. You said you wanted to make friends?"   
"Most certainly!"   
"What if I introduce you to my team? They're all pretty nice. Maybe not Weiss. I bet they'd love to meet you."   
"Really? That would be wonderful, Ruby!"   
"Sure. Just come by tomorrow sometime and I'll round them all up."   
"Tomorrow? I don't think I can come to Beacon Tomorrow."   
"Are you going back already?"   
"No! It's just that my father and I will be in the city tomorrow. I don’t think he would like it if I were to come to Beacon alone."   
"Oh. Well, what if we come down to you? Tomorrow is the weekend, and my studying is a lost cause as it is."   
"I don’t want to inconvenience you. There's no need to have your friends make the long trip."   
"Nah! None of them will mind. Except maybe Weiss. But don’t worry about that. How about I give you my number and you can let me know when you’re available."   
"Okay! I'll be looking forward to seeing you tomorrow!"   
"Yeah, we will too."   
"Even Weiss?"   
Ruby grinned. "Yeah, her too." 

The two of them parted ways. Penny was still excited by her new friend, while Ruby, on the other hand, was running low on energy. She returned to the team's room, finding that her friends had already turned in themselves. Yang sat propped up against the wall, sunglasses still on and snoring heavily. She considered hoisting her sister into her bunk, but thought better of it when she noticed it's height. Weiss and Blake both slept in their own bunks, Blake reclined comfortably, and Weiss with a pillow packed tightly against either side of her head and a mask over her eyes. Ruby couldn't help but chuckle at the idea of Weiss's indignant struggle for sleep. Exhausted, she pulled herself into bed and dozed off almost instantly. 

She woke in the morning to the smell of bacon and the sound of Weiss yelling. She sat up with a yawn and a stretch. She saw that Yang had deployed an electric griddle atop their desks, and was frying up a group sized breakfast. She still wore her sunglasses, but even so, Ruby could see she was distressed.   
"Good morning..." Ruby called tentatively.    
"Good morning, Ruby." Weiss responded. "I was just speaking with _your sister_ about how her habits might affect _her_ _room_ _m_ _ates_ _!"_    
Weiss strategically supplemented her sentence with increases in volume, each of example of which was directed at Yang, causing her to groan and grab her head.   
"Please, Weiss." She moaned. "It was Friday night..."   
"Oh, good point." Weiss said. "I forgot that every Friday night the human body can simply ignore it's fundamental need for a good night's sleep. _Did you recall that, Ruby?"_ She shouted, assailing Yang once more with noise.   
"I don't think I knew that..." Said Ruby.   
"Of course not." Weiss said, quite satisfied with herself.   
"Well I hope all you guys are up for going out today. I told someone we would meet them."   
"What?" Weiss questioned. "Why would you speak for me like that?"   
"I told her you might not."   
"Maybe I will! That's not the point!"   
"Right. Yang, you good to go?"   
"Yeah, sure." Yang said with a dismissive hand wave. "Just give me a few to get my head on straight."   
"Good luck with that." Weiss jeered as Yang piled the entire batch of bacon onto a plate and proceeded to sit in the corner.   
"Blake? How about you?"   
"Who are we meeting?" Blake questioned without looking up from her book.   
"Her name is Penny. She's a student visiting from Atlas."   
"Atlas?" Weiss said with some excitement. "How interesting."   
Blake gave a low groan of uncertainty, which Weiss met with a stern gaze.   
"I think it would only be proper to give our visitor a chance. She's a stranger here and we don't know the first thing about her." Weiss said.   
Blake looked at Weiss for a moment and then sighed. "I suppose she might be out of her element here. Someone being friendly could make all the difference."   
Ruby's eyes jumped back in forth between Blake and the self satisfied Weiss. Sometimes she missed the days when Blake and Weiss would just fight. Their new habit of cryptic conversations was very distressing to her.   
"Alright, whatever." Ruby said. "I'll probably get a call soon and then we're all heading down to Vale, so get your acts together and get ready to go."   
The group gave a simultaneous thumbs up. Each of them was still tired from their long night, but Ruby had no intentions to cancel her plans. It would be team RWBY's solemn duty to make friends with Penny. One down, three to go. 

 It wasn't long before Ruby received the awaited call.   
"This is her!" Ruby informed the group as she answered. "Hi, Penny!"   
"Hi, Ruby! How are you today?"   
"Pretty good I 'spose. How about you?"   
"I'm wonderful! I'm looking forward to seeing you and your friends today!"   
"Yeah, us too. When do you want to meet?"   
"Shall we do lunch?"   
"Sounds great! Where do you want to go?"   
"There is a café with an outdoor seating area not far from Beacon. Would that be alright?"   
"Sounds great. What's this place called?"   
"I know where she's talking about." Blake interjected.   
"Oh... I guess we've got it then." Ruby said, eyeing Blake suspiciously. "See you soon, Penny!"   
Ruby closed her scroll and returned it to her pocket.   
"You know, it's rude to eavesdrop, Blake."    
"I wasn't eavesdropping. You were having a loud conversation in the middle of a small room."   
"Excuses, excuses..." Teased Weiss, sipping the last of the morning's coffee.   
Blake shot her a glare. "I couldn't help it. I have very sensitive ears."   
Weiss spat the coffee back into her cup in a coughing fit. Ruby ignored their shenanigans, determined to get the show on the road.   
"Alright, team RWBY! Let's move out!"   
"Alright, yeah!" Yang called in a tired imitation of enthusiasm. "Let's go see Ruby's new BFF. Woo!"   
"We're going to need more coffee..." Ruby lamented. 

For being a fall day, it was uncharacteristically warm, and a soothing breeze accompanied the bright sun. Ruby guided her team, reinvigorated by warm coffee and the cool breeze, towards their destination. Her method of guidance consisted mostly of asking Blake which way they should go and then rushing back to the head of the group. They arrived shortly, finding themselves in a sunny little plaza, littered with chairs and tables. There was a bit of a crowd today, but it didn’t take them long to find Penny, who was standing at her table and waving to them vigorously. As they approached, Penny ran to meet them, taking Ruby's hands in her own upon interception.   
"Ruby! It's wonderful to see you!"   
"Oh!" Ruby said, caught off guard by Penny's unbridled enthusiasm. "Yeah, it's great to see you too, Penny!"   
"These must be the friends you told me about." Penny said, eyeing them with fascination.   
"Yep! This is my sister Yang."   
"Yo!" Said Yang, raising her middle and index fingers in a V. As Penny attempted to replicate the gesture, Ruby continued with the introductions.   
"This is Blake."   
Blake gave only a friendly nod and a smile, both of which Penny mirrored forcefully.   
"And last but not least, Weiss."   
"It's a pleasure to meet you." Weiss said with a smile and half bow.   
"So you're Weiss?" Penny questioned.   
"Well, yes... Why do you ask?"   
"You just seem so much nicer than Ruby said."   
"What?!"   
"Okay!" Ruby cried. "And everyone, this is Penny! We're friends now and everything's great! Let's go do the thing where we order food."   
"Wonderful idea, Ruby!" Penny agreed.   
"Yeah, Ruby's famous for her bright ideas." Chuckled Yang, enjoying Weiss's expression as she glared daggers at Ruby. 

The group ordered their meals and gathered at a table away from the bulk of the crowd.   
"So, Penny?" Weiss said. "Ruby says you're a student at Atlas Academy?"   
"That's correct!" Penny responded, her head nodding emphatically.    
"Does that mean you will be competing in the Vytal Festival tournament?"   
"Yes ma'am! I'm combat ready!" Penny said, offering a determined salute.   
"In that case, what is your fighting style?"   
Weiss's main purpose in attending the meeting was to gather information on potential challengers in the upcoming tournament, but she didn't inform her partners of her ulterior motives.   
"My weapon of choice is an Atlesian designed modular tantalum-tungsten alloy blade system capable of generating directed plasma blast via arc discharge. They are operated using combination fiber optic and carbon nanotube cables."   
"Oh." Weiss responded after a moment, still attempting to process the information. "Of course."   
"What about you, Weiss?" Penny questioned. "What is your fighting style?"   
"Me? Well... I use a multi-action dust rapier, designed by... It's a sword. It's just a sword."   
Weiss felt the opposition had already defeated her. Penny on the other hand was quite excited by this.   
"An MADR? How unusual. I was under the impression that they were produced only in very small quantities by the Schnee Dust Company. How did you ever acquire one?"   
"Nepotism?" Teased Blake.   
"For your information," Weiss scolded Blake before returning her attention to Penny. "I built Myrtenaster myself. That is, with the use of some proprietary SDC schematics."   
Blake gave a satisfied grin, which Weiss pretended not to notice.   
"How wonderful!" Penny said. "I do look forward to seeing it in use during the festival." 

"Hey, Ruby." Yang interjected. "Looks like Penny is as big a weapons nerd as you."   
"I am not a nerd!" Cried Ruby, hoping no one had noticed her rapt fascination with the specifications just passed between Weiss and Penny.   
"Are you interested in weapons as well, Ruby?" Penny questioned.   
"Yeah, I am a pretty big fan." She admitted, attempting to punch Yang's arm peripherally, which managed to hover just out of reach.   
"What weapon do you use?"   
Ruby had unfurled her scythe almost before Penny finished her thought.   
"This is Crescent Rose. She's a converting-frame scythe and high impact sniper rifle combo!"   
"Ooh..." Penny gawked. "So she's also a gun!"   
"I know, right!" Ruby nearly squealed, cradling the weapon close to her.   
As the two of them admired Crescent Rose, Weiss and Blake exchanged a quick glance, unnoticed by the others, that communicated an unspoken message between them.   
"So, Penny?" Blake said. "How did you and Ruby meet?"   
"You can thank Yang for that." Ruby said bitterly.   
"Oh really?" Said Penny. "Well thank you, Yang. I'm very glad I was able to meet Ruby. And all of you as well!"   
"Yeah, no problem!" Said Yang, giving a thumbs up, which Penny dutifully replicated.   
"To be precise," said Penny, "Ruby and I met last night outside at the base of Beacon Tower. I was going for a stroll and I encountered Ruby along the way. That's when we became friends!"   
"How nice." Blake said with a smile. She flashed a glance at Weiss.   
"Do you have any other friends around here, Penny?" Weiss questioned. "Or maybe someone special back at Atlas?"   
"I'm afraid not. You are the first friends I've made in Vale. For that matter, I don't have many friends in Atlas either."   
"What!" Ruby cried. "That's crazy! You're so nice and adorable! How can you not have friends!"   
Penny gave a little chuckle. "I don't get out very much I'm afraid. My father and I are very busy, and he doesn't like for me to go out on my own."   
"Well that's a shame." said Weiss. "Does he know you're here now?"   
Penny looked down sheepishly. "No. He is busy today, so I was able to leave without him noticing. I feel just terrible for doing it."   
"Well you shouldn't." Ruby said, determination on her face. "It's not fair of him to keep you cooped up like that."   
"Oh, it's not like that. He just want's to take care of me. He really is very kind."   
"But you're a fighter! You can take care of yourself, Penny. You should tell him that!"   
"Do you think I should?"   
"Heck yeah! If you're a huntress you can't be all tied up in curfews and restrictions. It's just not right!"   
"I'm not so sure." Penny said, sheepish once more. "My father knows what's best. He's taken care of me my whole life."   
"Just because something has always been a certain way, doesn't mean it's right." Blake said.   
"Yeah." Yang agreed. "If you've listened to him your whole life, you don't know what he might be wrong about."   
"I can assure you, no matter how convincing he may be, your father does _not_ know everything." Weiss said. "Even if he has your best interest in mind, he might be going about things the wrong way. He can't know for certain what you need."   
"Well, if he doesn't know, who does?"   
"You." Weiss said.  "Only you can know for sure, but it's not always easy to figure out." 

Penny seemed to mull this over, her brow furrowed in thought.   
"This... seems like a lot to drop on you, considering we just met and all." Yang said. "Just consider it some friendly advice and don't worry about it too much. You don't owe us anything."   
"Oh, well thank you." Penny said. "I do appreciate your advice. You guys are great friends!"   
"Eyy, don't mention it kid." Yang said with a wink. "You're pretty great yourself."   
Penny's face lit up at this.   
"This has been so wonderful! We must meet again soon."   
"Who says we have to stop now!" Ruby cried. "The adventure doesn't end with lunch. Let's go have some fun!"   
"Well, I didn't have any plans." Yang said with a shrug. "I'm down."   
Blake and Weiss exchanged a glance.   
"Yes, that sounds wonderful." Agreed Weiss.   
"Alright!" Cried Ruby. "Now we're going to go to the coolest place in Vale! and that is... Yang! What's the coolest place in Vale?"   
"Well..." Yang considered. "There's this one club down in..."   
"Weiss!" Ruby cried. "What's the coolest place in Vale?"   
"How should I know!" Weiss yelled.   
"It is a nice day." Blake offered. "We should enjoy the weather before it gets cold"   
"A nature walk!" Declared Ruby. "It's perfect!"   
"The Forest of Forever Fall would probably be lovely." Weiss suggested.   
"Forever Fall?" Questioned Penny.   
"Have you never been?" Weiss asked. "Oh! Of course you haven't. It is very beautiful, if you're interested."   
"Oh, okay." Penny said with a little hesitation. Ruby didn't seem to notice her wariness.   
"Alright then! The Forest of Forever Fall it is. Come on, gang!" 

The group arrived at the forest, it's crimson skyline glowing against the afternoon sun. Even walking beneath the shade of the trees, which bathed them in a gentle red glow, the day's unusual warmth permeated the air. It struck them with a lazy sensation. The feeling of a warm blanket between your body and the cold night. The state of mind was reflected by their silence as the walked. Each of them was lost in their own thoughts, minds made sleepy by the yawning light of the sinking sun. Their meandering journey, quiet but for their occasional exchanges, brought them to a small clearing, vacant but for a single tall tree. Shadows stretched out beneath it's branches, an island in the pond of afternoon light. It was striking, like a tower stretching above the rest of the skyline, and it had a subtle but undeniable draw. They gathered beneath it, climbing the shallow slope leading to it’s base. 

"I've never actually been here outside of school projects." Yang said as she grabbed a strong looking branch and pulled herself up to take a seat on it.   
"Same here." Blake said, bounding onto a branch across from Yang.   
"It is nice to come here without our more obnoxious classmates." Said Weiss.   
"But you're still here, Weiss." Said Ruby.   
Ruby hopped away from a swing from Weiss, at the same time removing her cape. She laid it out at the base of the tree and took a seat on it. She patted the ground on either side of her, beckoning Weiss and Penny to join her. Penny complied happily, as did Weiss, though not before giving Ruby a flick on the back of the ear.   
"So what do you think, Penny?" Ruby asked, rubbing her sore ear.   
"It really is as lovely as you all said." Penny answered. "Thank you for bringing me here."   
"Hey, thanks for coming." Yang said, hanging upside down by her legs in a transparent effort to get Blake's attention. "We never wouldn't have even come out here today if it weren't for you."   
"I think we would all be in bed right now if it weren't for you." Blake said, gazing at the lowering sun in a transparent effort to pretend she didn't notice Yang.   
"I think you're right." Weiss agreed, realizing how tired she was.   
 

In fact, but for Penny, they all started to realize it. The long night and busy day were taking their toll, and the morning's coffee couldn't sustain them much longer. The lazy atmosphere of the forest became a mercilessly drowsy one.   
"Penny," Weiss questioned, lowering herself to recline on the makeshift blanket. "don't you have to be home before your father misses you?"   
"Well, he should be gone until quite late, but yes, I do need to be conscious of the time."   
"Don't even worry about it, Penny," Ruby assured her, following Weiss's lead. "I'll be sure to get you home before dark."   
"Yeah, no problem." Yang agreed, flopping out of the tree and landing on her back in the soft grass. "I don't think any of these guys are planning on staying out with the stars."   
She plucked a long blade of grass and held it between her teeth, pointing lazily towards the glowing sky.   
"I think we've _all_ had enough of that for some time." Weiss added.   
Yang waved an arm dismissively at Weiss before sliding it beneath her head. Little by little the conversation dropped off as their tiredness grew. Yang was out quickly, snoring loudly before the others had even finished talking. Weiss decided she would rest her eyes for a moment and was sleeping deeply before long. Blake drifted off beneath anyone's notice, still sitting in the tree, back against it's trunk. Only Ruby and Penny were left, and Ruby wasn't in much better shape than the others.   
 

"Gosh, it sure is quiet out here." Ruby mused.   
"Yes..." Penny agreed.   
Lying in the deepening shade, they watched the clouds drift lazily by. There they stayed quietly for quite some time, contentment removing the need for words. At long last, Penny spoke.   
"Ruby, I think it's getting late..." She said as she turned to face her friend. She found her dead asleep, drooling onto her cape. Penny silenced herself quickly, not wanting to wake her friend. At the same time, she started to become concerned. She needed to return home soon, but night was coming quickly. She couldn't wake her new friends, but she certainly couldn't leave them alone in the dark forest. She looked around desperately, but could find no solution. She froze as Ruby stirred in her sleep, seemingly chilled by the cooling air. She shifted closer to Penny, drawn to her warmth. Ruby's arms instinctively curled themselves around Penny's nearby arm, greedily latching onto it's heat. Penny gave a sigh. It looked like she wasn't going anywhere, one way or the other. She would have to keep watch until her friends were awake. She could do this. Maybe her friends were right, and her father wasn't the master of her fate. This hardly seemed the appropriate way to explore the idea, but she didn't really have a choice in that. Her choice was between approval for herself or safety for her friends. The answer seemed obvious.   
_"Then again,"_ she thought, _"I could just wake them up..."_    
Ruby gave a sudden snort, startling Penny. She then nuzzled her face into the side of Penny's arm, resting her cheek there.   
_"No."_ Penny reconsidered. _"That's_ _definitely a_ _bad idea."_    
And so Penny continued to lie there, unwilling to stir her resting friends, watching as the light of the sun disappeared behind her. 

For nearly two hours Penny waited, her friends showing no sign of waking before morning. Penny sighed quietly, knowing her father must certainly of returned home by now. He was going to be very upset with her. She wished dearly she had remembered to bring her scroll with her, but it had somehow slipped her mind in the bustle of the morning. She had no way to let him know where she was, and she felt very guilty for making him worry. All the same, she did what she had to do. Her thoughts were interrupted by a low rustling. It was very quiet. Even awake, none of the others would have heard it, except perhaps for Blake. It came from some distance beyond the trees towards which Penny's feet pointed as she lay. She kept still and listened closely, finding that the sound persisted. It moved in a irregular and meandering pattern, but was coming consistently closer. It's motions were disquieting, almost predatory in nature. Penny's concern grew the more close it came. If there was a threat, she wanted to identify it before it was upon them. She looked to Ruby, considering waking her. She found Ruby's face still pressed against her arm, mashing her cheek into her eye. It would be a shame to wake her, especially for a false alarm. She decided to investigate herself, wriggling her arm carefully from Ruby's tight grip. Ruby gave a low groan and curled up tightly as Penny slipped away, making her way to the tree line ahead. 

Penny moved cautiously through the trees. No matter how lightly she stepped, the bed of leaves beneath her crackled sharply. She closed in on the sound, both of them moving slowly towards one another. She was close now. No more than twenty meters. The sound, whatever it was, was larger than she had thought. She considered calling out, but was doubtful of the unknown entity's good intention. It was then that her foot came down upon a dry twig, buried out of sight beneath the sheet of red that covered the ground. She froze, listening closely, but she didn't hear a thing. The noise was gone. Whatever she was looking for, it knew she was here now. She didn't move, afraid to miss the sound should it arise again. She waited and listened, but what she heard next was not the shuffle in the distance she had sought. It was a heavy and feral breathing, and it was right beside her. 

Ruby woke with a shiver. All at once she was acutely aware of the chilly night air.   
"Night? Why is it night?" She wondered, rubbing her eyes. She examined her surroundings, slowly recalling the events that had brought her team here. She took mental check of the group, spotting Weiss, then Yang. It took a moment to spot Blake in the tree. Then there was...   
"Penny!" Ruby cried.   
She scanned the surrounding area for her, but found nothing. After a panicked moment, she heard something in the distance. A deep, bellowing roar echoed through the clearing. Ruby's eyes went wide with realization.   
"No..." she whispered, heart sinking.   
In one swift motion she yanked her cape out from beneath Weiss, who tumbled off of it with a yelp of surprise. In a flash of red, she disappeared towards the tree line. Blake, awoken by the roar, moved right after her.   
"Get Yang!" She called to Weiss, breaking off her confused shouting. "Hurry!"   
Weiss realized the nature of the situation and complied, driving the half asleep Yang to catch up with their comrades. 

In only seconds, Ruby found what she was looking for. To her right stood a massive Ursa, towering spines rising from it's back and a pair of it's smaller brethren flanking it on either side. To her left, eclipsing the rising moon, stood Penny, her arms outstretched to either side, surrounded by six ghostly blades that seemed to float upon the moonlight. Both Penny and the Ursai took notice of her seemingly at once. Just as Ruby's team arrived behind her, the smaller four Ursai broke formation with their leader and moved to confront them. Penny's eyes widened with fear. She moved quickly, bringing her arm down in a wide vertical swipe. Following her motions, a set of three blades jumped into the air, then rushing down to meet the rushing Ursa nearest to her. They cut cleanly, killing the beast instantly. She followed up, allowing the momentum of her strike to spin her closer, she jabbed out with her other hand, sending the second trio of blades like darts into the next Ursa's side. It roared with pain, but did not relent in it's rush. Penny pulled herself back, recovering her footing and recalling her blades. The first set rushed to her side, but the second remained fixed in the Ursa, pulling it to a reluctant halt. As Penny struggled to reclaim her weapons, she failed to notice the lead Ursa closing the distance between them. Ruby saw it rushing towards her. Her first thought was to rush to her aid, but the pair of Ursa that still stood between them blocked her path.   
"Penny!" She called desperately. "Watch out!"   
Penny's eyes snapped to the approaching threat, but it was already upon her. She crossed her arms in front of her face to intercept the massive claws of her enemy, but it was a largely worthless effort. Ruby watched as the strike came down on her friend, depleting her aura almost instantly, and sending her flying backwards out of sight. Even a trained fighters aura wasn't enough to protect them from an attack like that. Penny was gone. 

Everything rushed out of Ruby. She couldn't feel and she could hardly think. For what felt an eternity, she pondered everything that led to this point. She wondered worthlessly at what she might have done differently, what she might have been able to do in the future. She began to count up all the things that had been lost forever. All the things Penny would never be able to experience. And then she stopped. She closed off these thoughts and brought herself back to the task at hand. Her team needed their leader, and she couldn't lose herself now. Even looking back later, Ruby wasn't sure what happened in that fight. She buried herself in the moment and fought, coordinating strikes to bring down the trio of Ursa that were upon them. Her world moved molasses slow, and the fight seemed to never end, but the beasts were brought down, until only their leader stood before them. It looked down on them, it's very breath shaking the leaves around it. Ruby started to feel again. It was in her chest, and it burned bitterly. She was going to tear this thing to pieces, and she was going to love every moment of it. 

A series of flashes streaked across the sky, finding their way onto either side of the Ursa's head. It gave a terrible roar of pain as the blades drove themselves into it's bony head, rearing and flailing. It's struggles pulled Penny back into view. There she stood, in control of her blades once more after the strike's impact pulled them free of the smaller Ursa's back. She pulled against the beasts struggles, trying to keep it's head near the ground. It fought bitterly against her, slowly gaining ground as it's head inched into the air. All at once she released her hold, her blades folding upon themselves and returning to her side. The beast reared powerfully into the air, nearly losing it's balance. Without missing a beat, Penny's blades rushed out to either side of her, circling around the trees that surrounded them. She followed up with a powerful push, strong enough to drive even the folded blades into the Ursa's chest. Penny walked slowly backwards, and the trees around them began to groan in protest as the cables of her blade pulled against them. Using the leverage, she hoisted the Ursa into the air, dangling it helplessly. With a thunderous crack the trees began to splinter, and Penny knew her trap would not hold long. The Ursa began to spin clockwise. Slowly at first, but with steadily growing speed. Shortly, the beast was spinning at a dizzying speed in a surreal display of strength. And then it started to glow green. A massive beam of energy cut across the sky, bathing the crimson forest in an emerald glow, and then dissipating. Very little was left of the Ursa. 

The entirety of team RWBY stood staring, almost slack jawed. Ruby recovered from her shock and rushed to Penny's side.   
"Penny!" She called, unable to stop the tears of overwhelming joy and lingering terror.   
As she neared her, Penny turned her back to her quickly. Ruby skidded to a halt, suddenly fearing that their problems may not be over.   
"Penny, are you okay? I was so worried!"   
"I'm sorry to have worried you, Ruby. I'm alright though."   
Penny's back hitched as she gave a strange little gasp.   
"Penny, you got hit bad. Let us help you."   
"No! That's not necessary!"   
The gasp came again. They sounded almost like hiccups.   
"Penny, what's wrong? Just let us take a look at you..."   
"No! Please!" Penny cried, pushing back against Ruby with one arm, still facing away.   
"Penny..." Ruby said, trying to fight through another swell of tears. "We're your friends. Trust us."   
There was a long moment of silence, and at last Penny gave a long sigh. She turned to face Ruby, revealing a massive gash that stretched from one of her forehead down to her opposing shoulder. Beneath it was not flesh and sinew, but hard, grey metal, barely damaged by the attack. Where one of her eyes had been, a bright green light shown from beneath a cracked lens.   
"Ruby, I'm not a real girl." 

The five of them sat in silence, gathered back around the tree. They had guided Penny there to recover from battle, though it hardly seemed she needed to recover at all. She explained to them her origins, being the first synthetic humanoid capable of generating an aura, designed by Atlesian scientist headed by her father. Now, the explanations complete, the heavy stillness hung in the air.   
"I'm so sorry I lied to you all." Penny said at last, casting a forlorn gaze to the ground.   
"What are you talking about!" Ruby cried, startling Penny from her melancholy.   
"I told you, Ruby. I'm not real. I can't be like all of you."   
"That's stupid!" Ruby yelled, increasing in volume.   
"What?" Penny questioned, profoundly perplexed by Ruby's passionate response.   
"Yeah!" Yang said in agreement. "Penny, you're cool as hell. Your nice, and fun, and you can seriously kick ass. Who cares if your a robot?"   
"You're... you're not upset with me?"   
"Of course not!" Weiss said. "Penny, you're our friend. Everything else comes second to that."   
Penny looked around at them uncertainly.   
"But, I'm not like you. I'm just... a thing."   
Blake crouched down besides Penny.   
"Penny, don't ever think that way. This world is full of people that will try and tell you that you're less than you are, but if you do it to yourself, they might as well be right. You can't let anyone else define you. So long as you can feel for yourself, you decide who you are."   
Penny stared at Blake, her eyes still full of confusion. However, her uncertainty had shifted from her friends to herself. She didn't know what to think anymore. Ruby knelt down in front of her, smiling at her warmly.   
"And besides." She said. "You're real in the first place."   
"What do you mean?"    
"You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?"   
Penny stared deeply into Ruby's eyes, and Ruby stared back into her own shattered eyes, unflinching. In those silver eyes, Penny found absolute sincerity; total conviction that she was real, and someone worth caring about. She threw herself at Ruby, wrapping her arms around her neck. Ruby held her as she cried.   
"Thank you, Ruby." She whispered. "Thank you."  

They made their way back to the city, navigating it's moonlit streets with a sober quiet. When the time came for them to part ways, Ruby refused to leave Penny's side. She insisted on accompanying Penny until she was home safely. They bid the rest of the team farewell as their paths split. For the longest time, no words passed between them. There wasn't anything to say. They were tired and worn, and the quiet company was comforting. At last Penny came to a stop   
"We're here." Penny said.   
Ruby examined the house which they had stopped at. It was a small house, though it looked rather nice. It was picturesque in it's simplicity, not striking Ruby as the home of an high tier Atlesian researcher.   
"You ready to talk to your dad?" Ruby questioned.   
"I'm not sure." Penny said with a sigh. "But it has to be done."   
Ruby examined Penny's damaged face. Even now she could see the worry Penny carried, making her humanity more clear than ever.   
"I could come with you... if you want some backup."   
"No." Penny said with a smile. "I think this is something I should do myself."   
"Alright." Ruby said.   
She was reluctant to let Penny go, but she understood her need to take this stand herself.   
"Well, whatever happens," Ruby said, "I'll be around if you need me."   
Penny looked up at her, offering a smile, conspicuously mechanical through her damaged face. All the same, Ruby hardly noticed, seeing instead Penny's heart behind it, overwhelmed with gratitude for the love she had been shown. A love she had thought was impossible before today.   
"Thank you, Ruby." Penny said. "Whatever happens, you'll still be my very best friend."   
She hugged Ruby tightly, who struggled to return the hug as the air was squeezed from her. Penny released her, and they parted with a wave as Penny proceeded down the walkway to her home. Ruby watched until she disappeared through the door. Now alone, she gave a sigh. She set down the path back to Beacon, humming in and effort to distract her from the complicated thoughts bouncing around in her head. Ruby hated to walk alone. 

Penny closed the door behind her, feeling as though her very soul was cut the moment it shut. She was suddenly very alone, and faced with something more terrifying then she had ever considered. She was her father's daughter, and she had never been anything but. If she were to challenge his will now, what would that make her? Could she really choose to be anything else? These were thoughts that she hadn't the time to unravel. It was upon her now. With a deep breath, she gathered up her courage, and moved forward. She entered the living room, certain her father would be in his chair waiting for her, and found nothing. Confused, she searched further, not finding him even in his room. She came to her room last, finding upon her dresser her forgotten scroll. She recovered it and found a message waiting for her. 

 _Pen_ _ny_ _, I'm afraid work_ _has kept me late tonight. I trust you will be able to care for yourself until I return in the morning. We are making considerable progress which I am anxious to share with you upon my return. Until then, I send you my love._  

Relief washed over Penny in a flood. Her father was never worried at all. In fact, he never realized she was missing at all.   
_"And he never will."_ Penny thought.   
She couldn't help but feel guilty. With her father's equipment, repairs would be simple enough to make, even on her own. There would be no sign that anything out of the ordinary had happened at all. Perhaps she should face her father and tell him the truth. Perhaps she should make a choice for herself who she was going to be. Perhaps. But for tonight, she was tired. She had a lot to think about and many questions she couldn't answer right now. The time would come, but for now, she was just the same Penny she had always been, at that was alright with her. 

The work was done shortly and she looked as good as new. Satisfied with her work, she returned to her room. She lay in her bed and began to power down. She let the concerns of the day melt away as her nonessential functions deactivated, leaving only the peaceful core of her mind. The last random fragments of waking memory filed their way out of her mind. One image lingered though, struggling against sleep. A girl in red, silver eyes gentle and kind, filled with an unconditional kindness. Somewhere across the city, that same girl lied down in her own bed, asleep almost instantly. And as she dreamed, she saw a pair of green eyes, full of more life and heart than anyone she had ever known. And across the city, these pairs of eyes closed contentedly in peaceful rest, their bearers unconcerned with the worries of tomorrow.


End file.
